Business Unit Performance: The Plan has designated
the following Business Units for the Performance Period:

Corporate
Alloy
Be Products

TMI

WAM

Each business unit has defined financial measures
which have been approved by the Organization and Compensation Committee of the
Board of Directors. These measures are expressed as a threshold, target and
maximum.

Base Compensation: The participantís
annual base salary in effect at the start of the Performance Period.

III. Participation

Participants include those individuals who are
approved by the Organization and Compensation Committee of the Board to
participate.

Following the beginning of the Performance
Period, new hires or individuals who are promoted with significant additional
responsibilities prior to July 1, 2005, may be
eligible for participation. Such participation must be confirmed by the
Organization and Compensation Committee of the Board. The eligibility of
employees hired after June 30, 2005, will not be considered until the
subsequent Performance Period.
Participants must be employed on the last day of the Performance Period in
order to be eligible for an award. If a participant retires under a Company
pension plan, any award will be prorated based on time employed during the
Performance Period.

Should a participant die or become permanently
disabled or should there occur a Parent Company Change in Control, the
participant (or their spouse or estate) shall receive full payment of the award
for the entire Performance Period at the Target level.

IV. Performance Award Opportunity

The Organization and Compensation Committee of
the Board of Directors will establish Threshold, Target and Maximum financial
target levels for corporate and each business unit.

The award opportunity for each eligible
participant will be approved by either the Organization and Compensation
Committee or Senior Management.

For the entire Performance Period 2005 through
2007, the target opportunity will be a single (1x) opportunity for Corporate
and all business units.

Awards will commence once the Threshold level has
been attained. 100% of the opportunity will be awarded at Target and 150% will
be awarded at Maximum. Award amounts for levels of achievement between
Threshold and Target and between Target and Maximum will be prorated according
to the approved target schedule.

LTIP targets have been established on the basis
of cumulative operating profit. The targets are attached hereto as
Exhibit A.

Awards will be prorated for transfers between
business units and/or corporate during the Performance Period, assuming grade
level remains the same. Such proration will be determined by the length of
service in each unit during the Performance Period.

V. Payment

This is a performance share plan and, as such,
payouts will be made in performance shares to participants no later than
March 15 of the year following the Performance Period.

VI. General Provisions

The Board of Directors, through its Organization
and Compensation Committee, shall have final and conclusive authority for
interpretation, application and possible modification of this Plan or its
established targets. The Board of Directors reserves the right to amend or
terminate the Plan at any time.